Commercial litigation is the enforcement of business bargains — a contract that was broken, a deal that went wrong, a debt that is not being paid, or an arbitration clause that decides where any of it gets heard. In the District of Columbia most commercial claims carry a three-year limitation period, but a contract for the sale of goods carries four, and a written agreement under seal can run for twelve. The first question in almost every commercial case is not who was right — it is which clock applies and whether it has already run.
Commercial litigation — a civil case between businesses, or between a business and a counterparty, over the performance of a commercial agreement — its formation, its breach, the money owed under it, and the forum its own terms require. It is distinguished from ownership litigation, which is about who controls the company rather than what the company promised.
How long do I have to sue on a business contract in D.C.?
Three years for a simple contract, express or implied. That is the default in D.C. Code § 12–301(7), and § 12–301(8) sweeps in anything for which no other period is specially prescribed — also three years. The exceptions matter more than the rule, because they run in both directions: a sale of goods gets four years, and an instrument under seal gets twelve.
| Claim | Limitation period | Authority |
|---|---|---|
| Simple contract, express or implied | 3 years | D.C. Code § 12–301(7) |
| Contract for the sale of goods (UCC) | 4 years from breach, whether or not you knew of it | D.C. Code § 28:2–725(1)–(2) |
| Injury to real or personal property | 3 years | D.C. Code § 12–301(3) |
| Recovery of personal property, or damages for detaining it | 3 years | D.C. Code § 12–301(2) |
| Libel or slander (including trade libel) | 1 year | D.C. Code § 12–301(4) |
| Instrument under seal (other than an executor’s bond) | 12 years | D.C. Code § 12–301(6) |
| Statutory penalty or forfeiture | 1 year | D.C. Code § 12–301(5) |
| Trade secret misappropriation | 3 years | D.C. Code § 36–406 |
| Anything not otherwise specially prescribed | 3 years | D.C. Code § 12–301(8) |
The date the period starts is frequently the whole case. Under § 28:2–725(2) a cause of action for breach of a goods contract accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach — with a narrow exception where a warranty explicitly extends to future performance. Parties may shorten that four-year period by agreement to as little as one year, but they may not lengthen it.
If the dispute is about who owns or controls the business rather than what it promised, that is a different claim with different standing rules — see ownership and partner disputes.
Does the agreement have to be in writing?
For most commercial deals, no — an oral contract can be enforced, and § 12–301(7) expressly covers a contract express or implied. But five categories must be in writing and signed by the party being charged, under D.C. Code § 28–3502: a promise to answer for another person’s debt or default; a promise by an executor to pay damages out of their own estate; an agreement made in consideration of marriage; a contract or sale of real estate or any interest in it; and any agreement that is not to be performed within one year.
That last category catches more business deals than people expect — multi-year supply arrangements, earn-outs, and deferred compensation promises. The statute adds that the writing need not state the consideration, which means a short signed memorandum can be enough where a handshake is not.
Guarantees are the common trap: a principal who verbally backs their company’s debt has usually promised to answer for the debt of another, and § 28–3502 requires that in writing. See creditor and debtor disputes.
What happens if the contract has an arbitration clause?
The court decides the clause before it decides anything else, and it does so summarily. Under D.C. Code § 16–4407, on a motion showing an agreement to arbitrate and the other side’s refusal, the court shall order arbitration unless it finds there is no enforceable agreement — and subsection (d) is explicit that the court may not refuse to order arbitration because the claim subject to arbitration lacks merit or grounds for the claim have not been established.
Once arbitration is ordered the court stays the judicial proceeding. At the other end, the award is hard to unwind: § 16–4423 allows vacatur only on listed grounds — corruption, fraud or undue means; evident partiality or misconduct by a neutral arbitrator; refusal to postpone on sufficient cause or to consider material evidence; an arbitrator exceeding their powers; no agreement to arbitrate; or want of proper notice. The motion is due within 90 days of notice of the award.
Because the clause controls the forum, it is worth reading before the dispute rather than after — see arbitration and ADR.
Which court hears a D.C. commercial case?
The Civil Division of the Superior Court of the District of Columbia hears most of them. Federal court is available where there is diversity of citizenship or a federal claim, and some commercial disputes arrive there alongside a federal statutory count. For arbitration purposes, § 16–4401(5) defines “court” as the Superior Court of the District of Columbia.
Forum matters for speed, for the judge’s familiarity with commercial practice, and for the availability of interim relief. Where money is moving or a business is being run into the ground, the faster question is usually injunctive — see emergency injunctions and TROs.
What this group covers
- Contract Disputes — breach, non-performance and the damages that follow
- Business Purchase & Sale Disputes — earn-outs, reps and warranties, and deals that unravel after closing
- Creditor / Debtor Disputes — collecting what is owed, and defending when the demand is wrong
- Arbitration & ADR — compelling or resisting arbitration, and challenging an award
Talk to the firm about your case. Call (301) 901-3109 or use the contact page. Every matter is reviewed by Seth B. Waxman before the firm takes it on.
Quick answers
Who
Companies, their owners, and counterparties to a commercial agreement. The firm acts for the business side.
What
Enforcement of a commercial bargain — breach, payment, deal terms, and the forum clause that decides where the fight happens.
Why
Because a commercial claim is usually won or lost on the limitation period, the writing requirement and the forum clause before anyone reaches the merits.
When
Three years for most D.C. contract claims; four for goods; twelve under seal; 90 days to move to vacate an arbitration award.
Where
Civil Division of the Superior Court of the District of Columbia, federal court where jurisdiction exists, or arbitration if the contract requires it.
How
Identify the clock and the forum first, preserve the documents, then plead the claim that carries the remedy you actually want.
Frequently asked questions
How long do I have to sue for breach of contract in Washington, D.C.?
Three years for a simple contract, express or implied, under D.C. Code § 12–301(7). A contract for the sale of goods carries four years under § 28:2–725(1), and an instrument under seal can run twelve years under § 12–301(6). Which one applies depends on the document, so the limitation question should be answered before anything else.
Is an oral business contract enforceable in D.C.?
Often yes — § 12–301(7) covers contracts express or implied. But D.C. Code § 28–3502 requires a signed writing for a promise to answer for another’s debt, an agreement concerning an interest in real estate, and any agreement that is not to be performed within one year. The writing need not state the consideration.
Can I get out of an arbitration clause because my case is strong?
No. D.C. Code § 16–4407(d) states the court may not refuse to order arbitration because the claim lacks merit or the grounds have not been established. The only question at that stage is whether there is an enforceable agreement to arbitrate.
How long do I have to challenge an arbitration award?
Ninety days from receiving notice of the award, under D.C. Code § 16–4423(c), with a narrow exception where the award is alleged to have been procured by corruption. The grounds for vacating are limited to those listed in § 16–4423(a).
Does the clock start when I discover the breach?
Not for a sale of goods. Section 28:2–725(2) says the cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge, unless a warranty explicitly extends to future performance. Accrual rules vary by claim and are frequently the contested issue.
Why is an arbitrator’s view of the remedy almost final?
Because the Act says a court’s disagreement is not a ground to intervene. D.C. Code § 16–4421(c) provides that the fact a remedy could not or would not be granted by a court is not a ground for refusing to confirm an award under § 16–4422 or for vacating it under § 16–4423.
How does an arbitration award become enforceable?
By confirmation. The award is not self-executing; a party applies to the Superior Court to have it confirmed under D.C. Code § 16–4422, and only then does it carry the force of a judgment that can be enforced against assets.
What can arbitration cost beyond the fees of the arbitrator?
Potentially exemplary relief. D.C. Code § 16–4421(a) allows an arbitrator to award punitive damages or other exemplary relief where that would be authorized by law in a civil action on the same claim and the evidence justifies it, and § 16–4421(d) provides that the arbitrator’s own reasonable fees and expenses are paid as provided in the award.
Where the firm is
Waxman Litigation
5425 Wisconsin Ave Ste 600
Chevy Chase, MD 20815
(301) 901-3109 · View the office on Google Maps
Serving Washington, D.C. and Montgomery County, Maryland. Matters are heard in the Superior Court of the District of Columbia and the United States District Court for the District of Columbia.
Sources and legal authorities
- D.C. Code § 12–301 — Limitation of time for bringing actions
- D.C. Code § 28:2–725 — Statute of limitations in contracts for sale
- D.C. Code § 28–3502 — Special promise to answer for the debt of another
- D.C. Code § 16–4401 — Arbitration definitions
- D.C. Code § 16–4407 — Motion to compel or stay arbitration
- D.C. Code § 16–4423 — Vacating an arbitration award
- D.C. Code § 36–406 — Trade secrets: statute of limitations
General information about District of Columbia and federal law, not legal advice. Which rule applies depends on the entity, the agreement and the facts. Past results do not guarantee future outcomes.
Part of Business Litigation.
Talk to the firm about your case. Call (301) 901-3109 or use the contact page. Chevy Chase, Maryland — serving Washington, D.C. and the surrounding metro.